EX-99.1 5 d513166dex991.htm EX-99.1

Exhibit 99.1

LIONS GATE ENTERTAINMENT CORP.

USE OF NON-GAAP FINANCIAL MEASURES

This proxy statement presents the following important financial measures utilized by Lions Gate Entertainment Corp. (the “Company,” “we,” “us” or “our”) that are not all financial measures defined by generally accepted accounting principles (“GAAP”). The Company uses non-GAAP financial measures, among other measures, to evaluate the operating performance of our business. These non-GAAP financial measures are in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with United States GAAP.

Adjusted OIBDA: Adjusted OIBDA is defined as operating income (loss) before adjusted depreciation and amortization (“OIBDA”), adjusted for adjusted share-based compensation (“adjusted SBC”), purchase accounting and related adjustments, restructuring and other costs, certain charges (benefits) related to the COVID-19 global pandemic, certain programming and content charges as a result of management changes and/or changes in strategy, and unusual gains or losses (such as goodwill impairment and charges related to Russia’s invasion of Ukraine), when applicable.

| • |  | Adjusted depreciation and amortization represents depreciation and amortization as presented on our consolidated statement of operations, less the depreciation and amortization related to the amortization of purchase accounting and related adjustments associated with recent acquisitions. Accordingly, the full impact of the purchase accounting is included in the adjustment for “purchase accounting and related adjustments”, described below.

| • |  | Adjusted share-based compensation represents share-based compensation excluding the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements, which are included in restructuring and other expenses, when applicable.

| • |  | Restructuring and other includes restructuring and severance costs, certain transaction and other costs, and certain unusual items, when applicable.

| • |  | COVID-19 related charges or benefits include incremental costs associated with the pausing and restarting of productions including paying/hiring certain cast and crew, maintaining idle facilities and equipment costs, and when applicable, certain motion picture and television impairments and development charges associated with changes in performance expectations or the feasibility of completing the project resulting from circumstances associated with the COVID-19 global pandemic, net of insurance recoveries, which are included in direct operating expense, when applicable. In addition, the costs include early or contractual marketing spends for film releases and events that have been canceled or delayed and will provide no economic benefit, which are included in distribution and marketing expense, when applicable.

| • |  | Programming and content charges include certain charges as a result of changes in management and/or changes in programming and content strategy, which are included in direct operating expenses, when applicable.

| • |  | Purchase accounting and related adjustments primarily represent the amortization of non-cash fair value adjustments to certain assets acquired in recent acquisitions. These adjustments include the accretion of the noncontrolling interest discount related to Pilgrim Media Group and 3 Arts Entertainment, the non-cash charge for the amortization of the recoupable portion of the purchase price and the expense associated with the noncontrolling equity interests in the distributable earnings related to 3 Arts Entertainment, all of which are accounted for as compensation and are included in general and administrative expense.

Adjusted OIBDA is calculated similar to how the Company defines segment profit and manages and evaluates its segment operations. Segment profit also excludes corporate general and administrative expense.

Exhibit 99.1-1

Total Segment Profit and Studio Business Segment Profit: We present the sum of our Motion Picture and Television Production segment profit as our “Studio Business” segment profit. Total segment profit and Studio Business segment profit, when presented outside of the segment information and reconciliations included in our consolidated financial statements, is considered a non-GAAP financial measure, and should be considered in addition to, not as a substitute for, or superior to, measures of financial performance prepared in accordance with United States GAAP. We use this non-GAAP measure, among other measures, to evaluate the aggregate operating performance of our business.

The Company believes the presentation of total segment profit and Studio Business segment profit is relevant and useful for investors because it allows investors to view total segment performance in a manner similar to the primary method used by the Company’s management and enables them to understand the fundamental performance of the Company’s businesses before non-operating items. Total segment profit and Studio Business segment profit is considered an important measure of the Company’s performance because it reflects the aggregate profit contribution from the Company’s segments, both in total and for the Studio Business and represents a measure, consistent with our segment profit, that eliminates amounts that, in management’s opinion, do not necessarily reflect the fundamental performance of the Company’s businesses, are infrequent in occurrence, and in some cases are non-cash expenses. Not all companies calculate segment profit or total segment profit in the same manner, and segment profit and total segment profit as defined by the Company may not be comparable to similarly titled measures presented by other companies due to differences in the methods of calculation and excluded items.

Overall: These measures are non-GAAP financial measures as defined in Regulation G promulgated by the SEC and are in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with United States GAAP.

We use these non-GAAP measures, among other measures, to evaluate the operating performance of our business. We believe these measures provide useful information to investors regarding our results of operations and cash flows before non-operating items. Adjusted OIBDA is considered an important measure of the Company’s performance because this measure eliminates amounts that, in management’s opinion, do not necessarily reflect the fundamental performance of the Company’s businesses, are infrequent in occurrence, and in some cases are non-cash expenses.

These non-GAAP measures are commonly used in the entertainment industry and by financial analysts and others who follow the industry to measure operating performance. However, not all companies calculate these measures in the same manner and the measures as presented may not be comparable to similarly titled measures presented by other companies due to differences in the methods of calculation and excluded items.

A general limitation of these non-GAAP financial measures is that they are not prepared in accordance with U.S. generally accepted accounting principles. These measures should be reviewed in conjunction with the relevant GAAP financial measures and are not presented as alternative measures of operating income, as determined in accordance with GAAP. Reconciliations of the adjusted metrics utilized to their corresponding GAAP metrics are provided below.

Exhibit 99.1-2

LIONS GATE ENTERTAINMENT CORP.

RECONCILIATION OF OPERATING INCOME (LOSS)

TO ADJUSTED OIBDA AND TOTAL SEGMENT PROFIT

The following table reconciles the GAAP measure, operating income (loss) to the non-GAAP measures, Adjusted OIBDA and Total Segment Profit:

|  | Year Ended March 31, |
|  | 2022 Actual |  |  | 2023 Plan |  |  | 2023 Actual |
|  | (Unaudited, amounts in millions) |
Operating income (loss) |  | $ | 9.0 |  |  | $ | (2.2 | ) |  | $ | (1,857.7 | )
Goodwill impairment(1) |  |  | — |  |  |  | — |  |  |  | 1,475.0 |
Adjusted depreciation and amortization(2) |  |  | 43.0 |  |  |  | 41.8 |  |  |  | 40.2 |
Restructuring and other(1) |  |  | 16.8 |  |  |  | 20.5 |  |  |  | 411.9 |
COVID-19 related charges (benefit)(3) |  |  | (3.4 | ) |  |  | — |  |  |  | (11.6 | )
Programming and content charges(4) |  |  | 36.9 |  |  |  | — |  |  |  | 7.0 |
Charges related to Russia’s invasion of Ukraine(5) |  |  | 5.9 |  |  |  | — |  |  |  | — |
Adjusted share-based compensation expense(6) |  |  | 100.0 |  |  |  | 139.8 |  |  |  | 97.8 |
Purchase accounting and related adjustments(7) |  |  | 194.0 |  |  |  | 180.2 |  |  |  | 195.5 |
Adjusted OIBDA |  | $ | 402.2 |  |  | $ | 380.1 |  |  | $ | 358.1 |
Corporate general and administrative expenses |  |  | 97.1 |  |  |  | 117.5 |  |  |  | 122.9 |
Total Segment Profit |  | $ | 499.3 |  |  | $ | 497.6 |  |  | $ | 481.0 |

(1) | Restructuring and other includes restructuring and severance costs, certain transaction and other costs, and certain unusual items, when applicable, as shown in the table below:

|  | Year Ended March 31, |
|  | 2022 Actual |  |  | 2023 Plan |  |  | 2023 Actual |
|  | (Unaudited, amounts in millions) |
Restructuring and other: |  |  |  |  |  |  |  |  |  |  |  |
Content and other impairments(a) |  | $ | — |  |  | $ | — |  |  | $ | 385.2 |
Severance(b) |  |  |  |  |  |  |  |  |  |  |  |
Cash |  |  | 4.6 |  |  |  | — |  |  |  | 18.0 |
Accelerated vesting on equity awards |  |  | — |  |  |  | — |  |  |  | 4.2 |
Total severance costs |  |  | 4.6 |  |  |  | — |  |  |  | 22.2 |
COVID-19 related charges included in restructuring and other(c) |  |  | 1.1 |  |  |  | — |  |  |  | 0.1 |
Transaction and other costs (benefits)(d) |  |  | 11.1 |  |  |  | 20.5 |  |  |  | 4.4 |
|  | $ | 16.8 |  |  | $ | 20.5 |  |  | $ | 411.9 |

(a) | Media Networks Goodwill Impairment and Restructuring: In fiscal 2023, in the second quarter ended September 30, 2022, due to the macro and microeconomic conditions, including the competitive environment, continued inflationary trends and recessionary economies worldwide and its impact on the Company’s growth in subscribers worldwide, we began a plan to restructure our LIONSGATE+ business (formerly STARZPLAY International). This restructuring includes exiting the business in seven international territories (France, Germany, Italy, Spain, Benelux, the Nordics and Japan). Our Starz domestic operations have also been impacted by these current market conditions, and we have revised our subscriber growth and forecasted cash flow assumptions and implemented certain cost- saving measures. These changes in forecasted cash flow resulted in an impairment of $1.475 billion of goodwill related to the Media Networks segment in the second quarter ended September 30, 2022.

During the third quarter ended December 31, 2022, due to the continuing macro and microeconomic conditions which led to the LIONSGATE+ restructuring, we expanded our restructuring plan discussed above to identify additional cost-saving initiatives, which included a strategic review of content performance across Starz’s domestic and international platforms, resulting in certain programming being removed from those platforms and written down to fair value.

Exhibit 99.1-3

As a result of these restructuring initiatives, we recorded content impairment charges associated with impairment of programming related to the territories being exited and individual content abandonment upon removal of certain titles from the Starz platforms related to the Media Networks segment in the year ended March 31, 2023 of $379.3 million.

Other Impairments: Amounts in the fiscal year ended March 31, 2023 also include an impairment of an operating lease right-of-use asset related to the Studio business and corporate facilities associated with a portion of a facility lease that will no longer be utilized by the Company. The impairment reflects a decline in market conditions since the inception of the lease impacting potential sublease opportunities, and represents the difference between the estimated fair value, which was determined based on the expected discounted future cash flows of the lease asset, and the carrying value.

(b) | Severance costs were primarily related to the restructuring activities and other cost-saving initiatives.

(c) | Amounts represent certain incremental general and administrative costs associated with the COVID-19 global pandemic, such as costs related to transitioning the Company to a remote-work environment, costs associated with return-to-office safety protocols, and other incremental general and administrative costs associated with the COVID-19 global pandemic.

(d) | Transaction and other costs in the year ended March 31, 2023 and 2022 reflect transaction, integration and legal costs associated with certain strategic transactions, and restructuring activities and also include costs and benefits associated with certain legal matters. In the year ended March 31, 2023, these amounts include a benefit of $11.0 million for a settlement of a legal matter related to the Media Networks segment.

(2) | Adjusted depreciation and amortization represents depreciation and amortization as presented on our consolidated statements of operations less the depreciation and amortization related to the non-cash fair value adjustments to property and equipment and intangible assets acquired in recent acquisitions which are included in the purchase accounting and related adjustments line item above, as shown in the table below:

|  | Year Ended March 31, |
|  | 2022 Actual |  |  | 2023 Plan |  |  | 2023 Actual |
|  | (Unaudited, amounts in millions) |
Depreciation and amortization |  | $ | 177.9 |  |  | $ | 172.0 |  |  | $ | 180.3 |
Less: Amount included in purchase accounting and related adjustments |  |  | (134.9 | ) |  |  | (130.2 | ) |  |  | (140.1 | )
Adjusted depreciation and amortization |  | $ | 43.0 |  |  | $ | 41.8 |  |  | $ | 40.2 |

(3) | Amounts represent the incremental costs included in direct operating expense and distribution and marketing expense resulting from circumstances associated with the COVID-19 global pandemic, net of insurance recoveries. During the fiscal years ended March 31, 2023 and 2022, the Company has incurred a net benefit in direct operating expense due to insurance recoveries in excess of the incremental costs expensed in the period. These charges (benefits) are excluded from segment operating results.

(4) | Amounts represent certain unusual programming and content charges. In the fiscal year ended March 31, 2023, the amounts represent development costs written off as a result of changes in strategy across the Company’s theatrical slate in connection with certain management changes and changes in the theatrical marketplace in the Motion Picture segment. In the fiscal year ended March 31, 2022, the amounts represent impairment charges recorded as a result of a strategic review of original programming on the STARZ platform, which identified certain titles with limited viewership or strategic purpose which were removed from the STARZ service and abandoned by the Media Networks segment. These charges are excluded from segment results and included in amortization of investment in film and television programs in direct operating expense on the consolidated statement of operations.

(5) | Amounts represent charges related to Russia’s invasion of Ukraine, primarily related to bad debt reserves for accounts receivable from customers in Russia, included in direct operating expense in the consolidated statements of operations, and excluded from segment operating results.

(6) | The following table reconciles total share-based compensation expense to adjusted share-based compensation expense:

|  | Year Ended March 31, |
|  | 2022 Actual |  |  | 2023 Plan |  |  | 2023 Actual |
|  | (Unaudited, amounts in millions) |
Total share-based compensation expense |  | $ | 100.0 |  |  | $ | 139.8 |  |  | $ | 102.0 |
Less: Amount included in restructuring and other(a) |  |  | — |  |  |  | — |  |  |  | (4.2 | )
Adjusted share-based compensation |  | $ | 100.0 |  |  | $ | 139.8 |  |  | $ | 97.8 |

Exhibit 99.1-4

(a) | Represents share-based compensation expense included in restructuring and other expenses reflecting the impact of the acceleration of certain vesting schedules for equity awards pursuant to certain severance arrangements.

(7) | Purchase accounting and related adjustments primarily represent the amortization of non-cash fair value adjustments to certain assets acquired in recent acquisitions. The following sets forth the amounts included in each line item in the financial statements:

|  | Year Ended March 31, |
|  | 2022 Actual |  |  | 2023 Plan |  |  | 2023 Actual |
|  | (Unaudited, amounts in millions) |
Purchase accounting and related adjustments: |  |  |  |  |  |  |  |  |  |  |  |
Direct operating |  | $ | 0.4 |  |  | $ | 0.2 |  |  | $ | 0.7 |
General and administrative expense(a) |  |  | 58.7 |  |  |  | 49.8 |  |  |  | 54.7 |
Depreciation and amortization |  |  | 134.9 |  |  |  | 130.2 |  |  |  | 140.1 |
|  | $ | 194.0 |  |  | $ | 180.2 |  |  | $ | 195.5 |

(a) | These adjustments include the accretion of the noncontrolling interest discount related to Pilgrim Media Group and 3 Arts Entertainment, the amortization of the recoupable portion of the purchase price and the expense associated with the earned distributions related to 3 Arts Entertainment, all of which are accounted for as compensation and are included in general and administrative expense, as presented in the table below. The earned distributions related to 3 Arts Entertainment represent the 3 Arts Entertainment noncontrolling equity interest in the earnings of 3 Arts Entertainment and are reflected as an expense rather than noncontrolling interest in the consolidated statement of operations due to the relationship to continued employment.

|  | Year Ended March 31, |
|  | 2022 Actual |  |  | 2023 Plan |  |  | 2023 Actual |
|  | (Unaudited, amounts in millions) |
Amortization of recoupable portion of the purchase price |  | $ | 7.7 |  |  | $ | 7.7 |  |  | $ | 7.7 |
Noncontrolling interest discount amortization |  |  | 22.7 |  |  |  | 13.2 |  |  |  | 13.2 |
Noncontrolling equity interest in distributable earnings |  |  | 28.3 |  |  |  | 28.9 |  |  |  | 33.8 |
|  | $ | 58.7 |  |  | $ | 49.8 |  |  | $ | 54.7 |

Exhibit 99.1-5